Medley.com Incorporated ("Medley")
Terms and Conditions for Internet Advertising

1. INSERTION ORDERS
   1. Any insertion order (the "IO(s)") under which Medley sells available advertising inventory (the "Ad(s)") on Media Company's website(s) (the "Site(s)") to Advertiser shall be subject to these Terms and Conditions for Internet Advertising (the "Terms").
   2. Each IO may specify the type(s) and amount(s) of inventory to be delivered e.g., impressions, clicks or other desired actions (collectively, the "Deliverables"); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), and (d) the start and end dates of the campaign. Other items that may be included are, but are not limited to, any special Ad delivery scheduling and/or Ad placement requirements; specifications concerning ownership of data collected; and any special terms and conditions required by the Media Company.
   3. Medley will make commercially reasonable efforts to notify Advertiser within two (2) business days of receipt of an IO signed by Medley if the specified inventory is not available. Acceptance of the IO and these Terms will be made upon written approval of the IO by Medley.
   4. Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.
2. AD PLACEMENT AND POSITIONING
   1. Medley shall use commercially reasonable efforts to comply with the IO, including all Ad placement restrictions, requirements to create a reasonably balanced delivery schedule.
   2. Medley will use commercially reasonable efforts to provide Advertiser notification of any material changes to the Site that would change the target audience or significantly affect the size or placement of the Ad specified in the affected IO. Should such a modification occur, Advertiser may immediately cancel the remainder of the IO without penalty.
   3. Within two business days of acceptance of an IO, Medley will submit or otherwise make electronically accessible to Advertiser final technical specifications. Any changes to the specifications of the Ads after that period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the parties) delivery of the effected Ad(s) for a reasonable time in order to either (i) send revised artwork, copy, or active URLs; (ii) accept a comparable replacement; or (iii) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, cancel the remainder of the IO for the affected Ad without penalty.
3. PAYMENT AND PAYMENT LIABILITY

   Invoices are to be sent to Advertiser's billing address as set forth in the IO or via email to the email address indicated in the IO. Unless stated in the IO, all invoices are due on a net 15 basis. If Advertiser's credit is or becomes impaired, Medley may require payment in advance.

4. REPORTING
   1. Within two (2) business days of the start date on the IO, Medley must provide confirmation to Advertiser, either electronically or in writing, stating whether the components of the IO have begun delivery.
5. CANCELLATION AND TERMINATION
   1. At any time prior to the serving of the first impression of the IO, Medley may cancel the IO without penalty.
   2. Upon the serving of the first impression of the IO, Advertiser may cancel the IO for any reason as provided in the terms of the IO or by providing Medley written notice of cancellation, which will be effective 30 days after serving the first impression of the IO. Advertiser shall be liable for the pro-rated amount of the IO up to the date that the cancellation or termination becomes effective.
   3. At any time, upon request of the Media Company at its sole discretion for any purpose, in which case Medley shall refund Advertiser the pro-rated amount of the IO up to the date that the cancellation or termination becomes effective.
   4. Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within days after written notice thereof from the non-breaching party.
   5. Any IO may provide its own termination provision.
6. AD MATERIALS
   1. It is Advertiser's obligation to submit advertising materials in accordance with Medley's and Media Company's then existing advertising criteria or specifications, e.g., content limitations, technical specifications (collectively, the "Advertising Guidelines"). Click here to view the "Advertising Guidelines"
   2. Medley reserves the right, in its sole discretion, to reject or remove from any Site the Ad(s) that do not comply with the Advertising Guidelines or the representations and warranties. Medley also reserves the right, acting in its sole discretion, to reject or remove any Ads that may bring disparagement, upon Medley, any of its affiliated entities or the Media Company.
   3. If an Ads provided by Advertiser are unacceptable for any reason, Medley will use commercially reasonable efforts to notify Advertiser.
   4. Medley may edit or modify the submitted Ads, including, but without limitation, resizing the Ad, with Advertiser's approval. In the event that Medley edits or modify an Ad, following Medley's notification to Advertiser of the edit or modification, Advertiser shall have five (5) business days to reject the edits or modifications, or they will be deemed approved. Medley shall use all such Ads in strict compliance with these Terms and any written instructions provided by Advertiser.
   5. Medley or Advertiser will not use the other's (or its affiliated entities') trade name, trademarks, logos or Ads in a public announcement, e.g., press release, regarding the existence or content of these Terms or an IO without the other's prior written approval.
7. REPRESENTATIONS AND WARRANTIES. Advertiser hereby represents and warrants that neither it nor its Ads:
   1. incur, undertake or make any representation, warranty, covenant or agreement on behalf of Medley or its affiliated entities to or for the benefit of any person or entity;
   2. contain or promote materials that infringe or violate the copyright or other intellectual property rights of Medley, its affiliated entities or any third parties;
   3. defame, abuse, harass, stalk, threaten or otherwise violate the rights (including, but not limited to, rights of privacy and publicity) of others or otherwise directly or indirectly facilitate such activities;
   4. contain any materials that depict persons under the age of eighteen (18) years old, or in a manner that suggests they are;
   5. promote (i) harmful or indecent matter to minors; (ii) violence; or (iii) discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any other legally prohibited classification;
   6. contain content that is obscene, defamatory, misleading, libelous, hateful or unlawfully threatening, abusive or harassing or likely to cause disparagement to persons appearing on the Sites;
   7. involve advertising, marketing or business practices that are fraudulent, or misleading, or that promote unfair competition;
   8. involve any spyware, adware, spoofing, phishing or the violation of the terms of service, terms of use, privacy policy, of any website;
   9. send, transfer or otherwise initiate (i) emails in violation of the Can-Spam Act of 2003, as amended (i.e., "spam"), or unsolicited chat messages, e.g., instant messages and group chat rooms; or (ii) any downloadable programs or executables that contain viruses, worms, "Trojan horses" or any other destructive features that violate the rights of third-parties, including but not limited to, redirection to unwanted websites, modification of browser settings, interference with site navigation, and/or accessing data;
   10. violate, or promote violation of, any law, statute, ordinance, regulation or rule (including, but not limited to, the Federal Trade Commission blogger rules) to which Advertiser is subject;
   11. violate an order, judgment, decree, or the terms of any other agreement, license, permit, document or instrument, or the rules of any licensing body, to which Advertiser, is subject or bound.
8. INDEMNIFICATION

   Advertiser shall defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold Medley and its affiliated assigns, shareholders, officers, directors, employees and applicable third parties, e.g., licensors, licensees, consultants and contractors, (collectively, the "Indemnified Person(s)") harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) brought against the Indemnified Person(s) and arising out of or related to these Terms, or any representations or warranties contained herein.

9. LIMITATION OF LIABILITY

   MEDLEY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THESE TERMS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MEDLEY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, VIOLATION OF 18 USC SECTION 2257 ET SEQ., ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

10. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
    1. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under these Terms.
    2. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party ("Recipient"); (iii) was rightfully in Recipient's possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under these Terms; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
11. MISCELLANEOUS
    1. Medley represents and warrants that Medley has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to these Terms. Advertiser represents and warrants that it has all necessary licenses and clearances to use the content contained in their Ads.
    2. These Terms and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO.
    3. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO shall prevail. No modification of these Terms or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
    4. Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Medley shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.
    5. Advertiser may not resell, assign or transfer any of its rights or obligations under these Terms without Medley's prior written consent. Medley may resell, assign or transfer its rights and obligations under these Terms at any time without restriction and without notice or consent.
    6. These Terms shall be governed by the laws of the State of California, without regard to its conflict of laws rules or principles.
    7. The parties hereby consent to exclusive jurisdiction in California and venue in Santa Clara County, California for all arbitration and other proceedings arising out of these Terms.
    8. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN ADVERTISER AND MEDLEY OR ANY OF ITS AFFILIATED ENTITIES, THEIR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THESE TERMS), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge in Santa Clara County, California. In the event such a JAMS proceeding is unavailable for any reason, such disputes shall be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. This Section is subject to the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between the parties. ADVERTISER ACKNOWLEDGES THAT IT IS GIVING UP ITS RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit Medley from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve its or its licensors' intellectual property rights or rights in or to confidential information.
    9. All rights, remedies, undertakings, obligations and agreements contained in these Terms or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.
    10. These Terms shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
    11. Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party's reasonable control.
    12. The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of these Terms. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
    13. Failure to enforce any provision of these Terms shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of the waiving party.
    14. Sections 1, 3, 5, 6, 7, 8, 9, 10, and 11 of the Terms shall survive the termination of any IO.

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